Preheat oven to 425 degrees (220 degrees C). Lightly grease a 9×13 inch baking dish with cooking spray.

Line a baking sheet with foil and a cooling rack and lay bacon on the rack. Bake in preheated oven for 20-30 minutes, or until cooked through. When bacon is done, remove from oven and reduce heat to 350 degrees (180 degrees C).

Brown ground beef in a skillet over medium heat. Add onion and minced garlic and cook until onion is just softened. Add the ketchup, salt, and pepper and cook for another 3-5 minutes, until well incorporated. Set aside.

Cook macaroni noodles according to package directions for al dente pasta.

In a large stock pot or the same one used to cook the macaroni noodles, melt the 1/4 cup butter over medium heat. Add the flour and whisk until mixture has thickened and starting to bubble. Add 1 1/2 cups of the milk and continue to whisk until milk has thickened- this shouldn’t take more than a few minutes. Turn off the heat and add the cheese. Continue to stir until cheese has melted. If the sauce is too thick, add the remaining milk 1/4 cup at a time to thin it out.

Add the cooked pasta to the cheese sauce and toss to coat. Add the ground beef and crumble 8 of the bacon strips and add them. Stir to combine.

Pour macaroni and cheese into the greased baking dish. Crumble the remaining bacon and mix it with the bread crumbs and melted butter. Sprinkle the mixture over the macaroni and cheese, followed by the shredded cheese.

Bake the macaroni and cheese in preheated oven for 15-20 minutes, until heated through and topping golden.